Trademark Licensing Agreement

LICENSOR DETAILS

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

LICENSEE DETAILS

{{licensee_company_name}}

{{licensee_company_address}}

Phone: {{licensee_phone}}

Email: {{licensee_email}}

AGREEMENT DATE

This Trademark Licensing Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”).

RECITAL

WHEREAS, the Licensor is the sole and exclusive owner of the Trademark(s) as described in Schedule A attached hereto (the “Trademark”); and

WHEREAS, the Licensee desires to obtain a license to use the Trademark in connection with its {{products_services_description}} business; and

WHEREAS, the Licensor is willing to grant such a license to the Licensee upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

GRANT OF LICENSE

1.1. Grant: The Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a non-exclusive, non-transferable license to use the Trademark within the {{territory}} (the “Territory”) for the purpose of {{purpose_of_use}} (the “Licensed Purpose”).

1.2. Scope of Use: The Licensee shall use the Trademark solely in connection with the {{licensed_products_services}} as specified in Schedule B, and in strict compliance with the brand guidelines provided by the Licensor, attached as Schedule C.

TERM AND TERMINATION

2.1. Term: This Agreement shall commence on the Effective Date and shall continue for a period of {{term_length}} (e.g., three years), unless terminated earlier in accordance with the provisions of this Agreement.

2.2. Termination: Either party may terminate this Agreement by providing {{notice_period}} days’ written notice to the other party in the event of a material breach of this Agreement, provided such breach is not remedied within the notice period. Licensor may terminate immediately if Licensee's use of the Trademark infringes on third-party rights or damages Licensor's goodwill.

ROYALTIES AND PAYMENT

3.1. Royalty Payments: In consideration for the license granted herein, the Licensee shall pay to the Licensor a royalty of {{royalty_percentage}}% of the net sales of the Licensed Products/Services, with a minimum guaranteed royalty payment of {{minimum_guaranteed_royalty_amount}} {{currency}} per {{payment_period}}.

3.2. Payment Schedule: Royalty payments shall be made on a {{payment_frequency}} basis, within {{days_after_period_end}} days after the end of each {{payment_period}}.

QUALITY CONTROL

4.1. Quality Standards: The Licensee acknowledges the importance of maintaining the reputation and goodwill associated with the Trademark. Accordingly, the Licensee agrees to maintain a high standard of quality for the Licensed Products/Services, consistent with the quality standards set by the Licensor.

4.2. Inspection Rights: The Licensor shall have the right, upon reasonable notice, to inspect the Licensee’s facilities and to review samples of the Licensed Products/Services to ensure compliance with the quality standards.

INDEMNIFICATION

5.1. Indemnity by Licensee: The Licensee shall indemnify, defend, and hold harmless the Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with the Licensee’s use of the Trademark, including but not limited to, product liability claims.

5.2. Indemnity by Licensor: The Licensor shall indemnify, defend, and hold harmless the Licensee from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any claim that the Trademark infringes upon the intellectual property rights of a third party, provided the Licensee promptly notifies the Licensor of such claim.

GOVERNING LAW AND DISPUTE RESOLUTION

6.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{country}}.

6.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through {{arbitration_or_court}} in {{city}}, {{country}}.

SIGNATURES

LICENSOR:

___________________________

Name: {{licensor_name}}

Title: {{licensor_title}}

LICENSEE:

___________________________

Name: {{licensee_name}}

Title: {{licensee_title}}

Date: {{signature_date}}